Common use of Passive Holding Companies Clause in Contracts

Passive Holding Companies. Permit any Subsidiary of Ultimate Parent that is a direct or indirect parent of Intermediate Parent (other than any such Subsidiary that becomes a Subsidiary Guarantor) and, prior to the Discharge of the Tranche A-2 Loans or the guarantee thereof by Ultimate Parent, Ultimate Parent (each such Subsidiary and, as long as applicable, Ultimate Parent, the “Passive Holding Companies”), to conduct, transact or otherwise engage in any active trade or business or operations other than through a Subsidiary of Intermediate Parent; provided that the foregoing will not prohibit any Passive Holding Company from taking actions related to the following (and activities incidental thereto): (i) its ownership of the Equity Interests of its direct Wholly Owned Subsidiaries, which are direct or indirect ultimate parents of Intermediate Parent, (ii) the maintenance of its legal existence and, with respect to Ultimate Parent, status as a public company (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Merger Agreement, the Second Amendment Agreement, this Agreement, the Actavis Revolving Credit Agreement, the WC Term Loan Credit Agreement, the Cash Bridge Credit Agreement, the Notes Bridge Agreement, any other Indebtedness in respect of which it is an obligor and any other agreement to which it is a party, (iv) with respect to Ultimate Parent, any public offering of its common stock or with respect to any Passive Holding Company (other than Ultimate Parent) any other issuance of its Equity Interests, (v) the making of Restricted Payments, (vi) the incurrence of Indebtedness, (vii) the making of contributions to (or other equity investments in) the capital of its direct Subsidiaries, (viii) the creation of a newly formed Subsidiary with capitalization of less than $1,000,000 and which is formed solely for the purpose of consummating an acquisition by Ultimate Parent so long as, within six months (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) such newly formed Subsidiary merges with and into a target entity and the survivor thereof becomes a Subsidiary of Intermediate Parent or its Subsidiaries), (ix) providing a Guarantee of Indebtedness or other obligations of its Subsidiaries, (x) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group, (xi) holding any cash or certain property (including cash and certain property received in connection with Restricted Payments), (xii) providing indemnification to officers and directors, (xiii) the ownership and/or dispositions of assets held on the Closing Date or acquired after the Closing Date, in each case, the extent permitted by clause (iii), (v), (vii) or (viii) above and (xiv) activities incidental to the businesses or activities described above. For the avoidance of doubt, prior to the Closing Date, this Article VII shall be solely for the benefit of the Tranche A-1 Lenders.

Passive Holding Companies. Permit any Subsidiary of Ultimate Parent that is a direct that, directly or indirect parent indirectly through any other Subsidiary of Ultimate Parent, owns any Equity Interests in Intermediate Parent (other than any such Subsidiary that becomes is a Subsidiary Guarantor) and, prior to the Discharge of the Tranche A-2 Loans (as defined under the Actavis Term Loan Agreement) or the guarantee thereof by Ultimate Parent, Ultimate Parent (each such Subsidiary and, as long as applicable, Ultimate Parent, the “Passive Holding Companies”), to (a) conduct, transact or otherwise engage in any active trade or business or operations other than through a Subsidiary of Intermediate ParentParent or (b) own any IP Rights, any operating assets or any other assets that are material to the operations of Ultimate Parent and its Subsidiaries, taken as a whole; provided that the foregoing will not prohibit any Passive Holding Company from taking actions related to the following (and activities incidental thereto): following: (i) its ownership of the Equity Interests in Intermediate Parent or in one or more Subsidiaries of its direct Wholly Owned Subsidiaries, which Ultimate Parent that are direct or indirect ultimate parents of Intermediate ParentPassive Holding Companies, (ii) the maintenance of its legal existence and, with respect to Ultimate Parent, status as a public company (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Merger Agreement, the Allergan Merger Agreement, the Second Amendment Agreement, this Agreement, the Actavis Revolving Credit Agreement, the WC Actavis Term Loan Credit Agreement, any Acquisition Indebtedness, the Allergan Bridge Facility, the Allergan Cash Bridge Credit AgreementFacility, the Notes Bridge Agreement, any Allergan Acquisition Indebtedness or any other Indebtedness in respect of which it is an obligor and any other agreement to which it is a party, (iv) with respect to Ultimate Parent, any public offering of its common stock or with respect to any Passive Holding Company (other than Ultimate Parent) mandatorily redeemable preferred stock or any other issuance of its Equity InterestsInterests (including any equity-linked securities), (v) the making of Restricted Payments, (vi) the incurrence of Indebtedness, (vii) the making of contributions to (or other equity investments in) the capital of its direct SubsidiariesSubsidiaries (which shall be Passive Holding Companies or Intermediate Parent), (viii) the creation of, and ownership of a the Equity Interests in, any newly formed Subsidiary with de minimis capitalization of less than $1,000,000 and which that is formed solely for the purpose of consummating an acquisition by Ultimate Parent so long as, within six months (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) such newly formed Subsidiary merges with and into a target entity and the survivor thereof becomes a direct or indirect Subsidiary of Intermediate Parent or its SubsidiariesParent), (ix) providing a Guarantee of Indebtedness or other obligations of its Ultimate Parent or any of the Subsidiaries, (x) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group, (xi) holding any cash or certain property cash equivalents (including cash and certain property cash equivalents received in connection with Restricted Payments) and any other assets on a temporary basis that are in the process of being transferred through such Passive Holding Company as part of a downstream contribution or an upstream distribution or other upstream payment (e.g., a spin-off of assets), (xii) providing indemnification to officers and directors, (xiii) the ownership and/or dispositions Disposing of assets that are permitted to be held on the Closing Date or acquired after the Closing Date, by it in each case, the extent permitted by clause (iii), (v), (vii) or (viii) above accordance with this Section and (xiv) activities incidental to the businesses or activities described above. For the avoidance of doubt, prior to the Closing Date, this Article VII shall be solely for the benefit of the Tranche A-1 Lenders.

Passive Holding Companies. Permit No Subsidiary that, directly or indirectly through any Subsidiary of Ultimate Parent that is a direct or indirect parent of other Subsidiary, owns any Equity Interests in Intermediate Parent (other than any such Subsidiary that becomes is a Subsidiary Guarantor) and, prior to the Discharge of the Tranche A-2 Loans Intermediate Parent or the guarantee thereof by Ultimate Parent, Ultimate Parent Borrower) (each such Subsidiary and, as long as applicable, Ultimate ParentSubsidiary, the “Passive Holding Companies”), to ) will (i) conduct, transact or otherwise engage in any active trade or business or operations other than through a Subsidiary of Intermediate ParentParent or (ii) own any IP Rights, any operating assets or any other assets that are material to the operations of Ultimate Parent and its Subsidiaries, taken as a whole; provided that the foregoing will not prohibit any Passive Holding Company from taking actions related to the following following: (and activities incidental thereto): (iA) its ownership of the Equity Interests in Intermediate Parent or in one or more Subsidiaries of its direct Wholly Owned Subsidiaries, which Ultimate Parent that are direct or indirect ultimate parents of Intermediate ParentPassive Holding Companies, (iiB) the maintenance of its legal existence and, with respect to Ultimate Parent, status as a public company (including the ability to incur fees, costs and expenses relating to such maintenance), (iiiC) the performance of its obligations with respect to the Allergan Merger Agreement, the Second Amendment Agreement, this Agreement, the Existing Actavis Revolving Term Loan Credit Agreement, the New Actavis Term Loan Credit Agreement, the WC Term Loan Credit Agreement, the Allergan Bridge Facility, the Allergan Cash Bridge Credit AgreementFacility, the Notes Bridge Agreement, any Allergan Acquisition Indebtedness or any other Indebtedness in respect of which it is an obligor and any other agreement to which it is a party, (iv) with respect to Ultimate Parent, any public offering of its common stock or with respect to any Passive Holding Company (other than Ultimate Parent) any other issuance of its Equity Interests, (vD) the making of Restricted Payments, (viE) the incurrence of Indebtedness, (viiF) the making of contributions to (or other equity investments in) the capital of its direct SubsidiariesSubsidiaries (which shall be Passive Holding Companies or Intermediate Parent), (viiiG) the creation of, and ownership of a the Equity Interests in, any newly formed Subsidiary with de minimis capitalization of less than $1,000,000 and which that is formed solely for the purpose of consummating an acquisition by Ultimate Parent so long as, within six (6) months (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) such newly formed Subsidiary merges with and into a target entity and the survivor thereof becomes a direct or indirect Subsidiary of Intermediate Parent or its SubsidiariesParent), (ixH) providing a Guarantee of Indebtedness or other obligations of its Ultimate Parent or any of the Subsidiaries, (xI) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group, (xiJ) holding any cash or certain property cash equivalents (including cash and certain property cash equivalents received in connection with Restricted Payments) and any other assets on a temporary basis that are in the process of being transferred through such Passive Holding Company as part of a downstream contribution or an upstream distribution or other upstream payment (e.g., a spin-off of assets), (xiiK) providing indemnification to officers and directors, (xiiiL) the ownership and/or dispositions Disposing of assets that are permitted to be held on the Closing Date or acquired after the Closing Date, by it in each case, the extent permitted by clause (iii), (v), (viiaccordance with this Section 7.09(a) or (viii) above and (xivM) activities incidental to the businesses or activities described above. For the avoidance of doubt, prior to the Closing Date, this Article VII shall be solely for the benefit of the Tranche A-1 Lenders.

Passive Holding Companies. Permit any Subsidiary of Ultimate Parent that is a direct or indirect parent of Intermediate Parent (other than any such Subsidiary that becomes a Subsidiary Guarantor) and, prior to the Discharge of the Tranche A-2 Loans (as defined under the Actavis Term Loan Agreement) or the guarantee thereof by Ultimate Parent, Ultimate Parent (each such Subsidiary and, as long as applicable, Ultimate Parent, the “Passive Holding Companies”), to conduct, transact or otherwise engage in any active trade or business or operations other than through a Subsidiary of Intermediate Parent; provided that the foregoing will not prohibit any Passive Holding Company from taking actions related to the following (and activities incidental thereto): (i) its ownership of the Equity Interests of its direct Wholly Owned Subsidiaries, which are direct or indirect ultimate parents of Intermediate Parent, (ii) the maintenance of its legal existence and, with respect to Ultimate Parent, status as a public company (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Merger Agreement, the Second Amendment Agreement, this Agreement, the Actavis Revolving Credit Agreement, the WC Actavis Term Loan Credit Agreement, the Cash Bridge Credit Agreement, the Notes Bridge Agreement, any other Indebtedness in respect of which it is an obligor and any other agreement to which it is a party, (iv) with respect to Ultimate Parent, any public offering of its common stock or with respect to any Passive Holding Company (other than Ultimate Parent) any other issuance of its Equity Interests, (v) the making of Restricted Payments, (vi) the incurrence of Indebtedness, (vii) the making of contributions to (or other equity investments in) the capital of its direct Subsidiaries, (viii) the creation of a newly formed Subsidiary with capitalization of less than $1,000,000 and which is formed solely for the purpose of consummating an acquisition by Ultimate Parent so long as, within six months (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) such newly formed Subsidiary merges with and into a target entity and the survivor thereof becomes a Subsidiary of Intermediate Parent or its Subsidiaries), (ix) providing a Guarantee of Indebtedness or other obligations of its Subsidiaries, (x) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group, (xi) holding any cash or certain property (including cash and certain property received in connection with Restricted Payments), (xii) providing indemnification to officers and directors, (xiii) the ownership and/or dispositions of assets held on the Closing Date or acquired after the Closing Date, in each case, the extent permitted by clause (iii), (v), (vii) or (viii) above and (xiv) activities incidental to the businesses or activities described above. For the avoidance of doubt, prior to the Closing Date, this Article VII shall be solely for the benefit of the Tranche A-1 Lenders.

Passive Holding Companies. Permit any Subsidiary of Ultimate Parent that is a direct or indirect parent of Intermediate Parent (other than any such Subsidiary that becomes a Subsidiary Guarantor) and, prior to the Discharge discharge of the Tranche A-2 Loans (as defined under the Actavis Term Loan Credit Agreement) or the guarantee thereof by Ultimate Intermediate Parent, Ultimate Parent (each such Subsidiary and, as long as applicable, Ultimate Parent, the “Passive Holding Companies”), to conduct, transact or otherwise engage in any active trade or business or operations other than through a Subsidiary of Intermediate Parent; provided that the foregoing will not prohibit any Passive Holding Company from taking actions related to the following (and activities incidental thereto): (i) its ownership of the Equity Interests of its direct Wholly Owned Subsidiaries, which are direct or indirect ultimate parents of Intermediate Parent, (ii) the maintenance of its legal existence and, with respect to Ultimate Parent, status as a public company (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Merger Agreement, the Second Amendment Agreement, this Agreement, the Actavis Revolving Term Loan Credit Agreement, the WC Term Loan Credit Agreement, the Cash Bridge Credit Agreement, the Notes Bridge Agreement, any other Indebtedness in respect of which it is an obligor and any other agreement to which it is a party, (iv) with respect to Ultimate Parent, any public offering of its common stock or with respect to any Passive Holding Company (other than Ultimate Parent) any other issuance of its Equity Interests, (v) the making of Restricted Payments, (vi) the incurrence of Indebtedness, (vii) the making of contributions to (or other equity investments in) the capital of its direct Subsidiaries, (viii) the creation of a newly formed Subsidiary with capitalization of less than $1,000,000 and which is formed solely for the purpose of consummating an acquisition by Ultimate Parent so long as, within six months (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) such newly formed Subsidiary merges with and into a target entity and the survivor thereof becomes a Subsidiary of Intermediate Parent or its Subsidiaries), (ix) providing a Guarantee of Indebtedness or other obligations of its Subsidiaries, (x) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group, (xi) holding any cash or certain property (including cash and certain property received in connection with Restricted Payments), (xii) providing indemnification to officers and directors, (xiii) the ownership and/or dispositions of assets held on the Closing Date or acquired after the Closing Date, in each case, the extent permitted by clause (iii), (v), (vii) or (viii) above and (xiv) activities incidental to the businesses or activities described above. For the avoidance of doubt, prior to the Closing Date, this Article VII shall be solely for the benefit of the Tranche A-1 Lenders.

Passive Holding Companies. Permit Neither Ultimate Parent nor any Subsidiary of Ultimate Parent that is a direct that, directly or indirect parent of indirectly through any other Subsidiary, owns any Equity Interests in Intermediate Parent (other than any such Subsidiary that becomes is a Subsidiary Guarantor) and, prior to the Discharge of the Tranche A-2 Loans Intermediate Parent or the guarantee thereof by Ultimate Parent, Ultimate Parent Borrower) (each such Subsidiary and, as long as applicable, and Ultimate Parent, the “Passive Holding Companies”), to ) will (i) conduct, transact or otherwise engage in any active trade or business or operations other than through a Subsidiary of Intermediate ParentParent or (ii) own any IP Rights, any operating assets or any other assets that are material to the operations of Ultimate Parent and its Subsidiaries, taken as a whole; provided that the foregoing will not prohibit any Passive Holding Company from taking actions related to the following following: (and activities incidental thereto): (iA) its ownership of the Equity Interests in Intermediate Parent or in one or more Subsidiaries of its direct Wholly Owned Subsidiaries, which Ultimate Parent that are direct or indirect ultimate parents of Intermediate ParentPassive Holding Companies, (iiB) the maintenance of its legal existence and, with respect to Ultimate Parent, status as a public company (including the ability to incur fees, costs and expenses relating to such maintenance), (iiiC) the performance of its obligations with respect to the Allergan Merger Agreement, the Second Amendment Agreement, this Agreement, the Actavis Revolving Credit Agreement, the Existing Actavis Term Loan Credit Agreement, the WC Term Loan Credit Agreement, the Allergan Bridge Facility, the Allergan Cash Bridge Credit AgreementFacility, the Notes Bridge Agreement, any Allergan Acquisition Indebtedness or any other Indebtedness in respect of which it is an obligor and any other agreement to which it is a party, (ivD) with respect to Ultimate Parent, any public offering of its common stock or with respect to any Passive Holding Company (other than Ultimate Parent) mandatorily redeemable preferred stock or any other issuance of its Equity InterestsInterests (including any equity-linked securities), (vE) the making of Restricted Payments, (viF) the incurrence of Indebtedness, (viiG) the making of contributions to (or other equity investments in) the capital of its direct SubsidiariesSubsidiaries (which shall be Passive Holding Companies or Intermediate Parent), (viiiH) the creation of, and ownership of a the Equity Interests in, any newly formed Subsidiary with de minimis capitalization of less than $1,000,000 and which that is formed solely for the purpose of consummating an acquisition by Ultimate Parent so long as, within six (6) months (or such later time as may be reasonably requested in writing by Ultimate Parent and accepted by the Administrative Agent) such newly formed Subsidiary merges with and into a target entity and the survivor thereof becomes a direct or indirect Subsidiary of Intermediate Parent or its SubsidiariesParent), (ixI) providing a Guarantee of Indebtedness or other obligations of its Ultimate Parent or any of the Subsidiaries, (xJ) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group, (xiK) holding any cash or certain property cash equivalents (including cash and certain property cash equivalents received in connection with Restricted Payments) and any other assets on a temporary basis that are in the process of being transferred through such Passive Holding Company as part of a downstream contribution or an upstream distribution or other upstream payment (e.g., a spin-off of assets), (xiiL) providing indemnification to officers and directors, (xiiiM) the ownership and/or dispositions Disposing of assets that are permitted to be held on the Closing Date or acquired after the Closing Date, by it in each case, the extent permitted by clause (iii), (v), (viiaccordance with this Section 7.09(a) or (viii) above and (xivN) activities incidental to the businesses or activities described above. For the avoidance of doubt, prior to the Closing Date, this Article VII shall be solely for the benefit of the Tranche A-1 Lenders.